SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
Inamed Corporation
(Name of Issuer)
Common Stock, Par Value $.01
(Title of Class of Securities)
453235103
(CUSIP Number)
Arthur Goetchius
300 Park Avenue, 21st Fl., New York, NY 10022 (212) 755-9395
(Name, address and telephone number of person
authorized to receive notices and communications)
August 7, 1995
(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of this Schedule
13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box [ ].
Check the following box if a fee is being paid with the
statement [ ]. (A fee is not required only if the reporting person: (1) has
a previous statement on file reporting beneficial ownership of more than five
percent of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five percent or
less of such class.) (See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other parties to
whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for purposes of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
<PAGE>
13D
CUSIP No. 453235103
____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
EGS Associates, L.P.
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [X]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS **
WC
____________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
_____________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
106,913
OWNED BY ___________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
106,913
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
106,913
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
1.42%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
PN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
13D
CUSIP No. 453235103
_____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
EGS Partners, L.L.C.
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [X]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS **
AF
____________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
_____________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
182,665
OWNED BY ___________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
182,665
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
182,665
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
2.43%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
IA
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
13D
CUSIP No. 453235103
_____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Bev Partners, L.P.
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [X]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS **
WC
____________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
_____________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
102,159
OWNED BY ___________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
102,159
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
102,159
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
1.36%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
PN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
13D
CUSIP No. 453235103
____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
The Pharmaceutical/Medical Technology Fund, L.P.
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [X]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS **
WC
____________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
_____________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
182,763
OWNED BY ___________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
182,763
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
182,763
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
2.44%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
PN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
13D
CUSIP No. 453235103
_____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
William Ehrman
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [X]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS **
PF AF
____________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
_____________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
28,400
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
630,400
OWNED BY ___________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
28,400
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
630,400
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
658,800
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
8.78%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
IN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
13D
CUSIP No. 453235103
_____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Frederic Greenberg
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [X]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS **
AF PF
____________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
_____________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
17,500
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
594,000
OWNED BY ___________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
17,500
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
594,000
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
611,500
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
8.15%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
IN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
13D
CUSIP No. 453235103
_____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Frederick Ketcher
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [X]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS **
AF PF
____________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
_____________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
18,500
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
575,000
OWNED BY ___________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
18,500
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
575,000
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
593,500
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
7.91%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
IN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
13D
CUSIP No. 453235103
_____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Jonas Gerstl
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [X]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS **
AF PF
____________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
_____________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
5,000
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
574,500
OWNED BY ___________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
5,000
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
574,500
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
579,500
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
7.72%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
IN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
The Schedule 13D, initially filed on April 6, 1992, is hereby amended
and restated in its entirety by this Amendment No. 5 to the Schedule 13D as
follows:
ITEM 1. SECURITY AND ISSUER.
This statement relates to the common stock, $.01 par value (the
"Common Stock"), issued by Inamed Corporation, a Florida corporation (the
"Company"), whose principal executive offices are 3800 Howard Hughes Parkway,
Suite 900, Las Vegas, NV 89109.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This statement is filed by (i) EGS Associates, L.P., a
Delaware limited partnership ("EGS Associates"), with respect to shares of
Common Stock beneficially owned by it, (ii) EGS Partners, L.L.C., a Delaware
limited liability company ("EGS Partners"), with respect to shares of Common
Stock beneficially owned by EGS Overseas Fund Limited, a British Virgin
Islands corporation ("EGS Overseas"), as well as shares of Common Stock held
in other discretionary accounts managed by EGS Partners, (iii) Bev Partners,
L.P., a Delaware limited partnership ("Bev Partners"), with respect to shares
of Common Stock beneficially owned by it, (iv) the Pharmaceutical/Medical
Technology Fund, L.P., a Delaware limited partnership ("Pharm Fund"), with
respect to shares of Common Stock beneficially owned by it, (v) William
Ehrman, with respect to shares of Common Stock beneficially owned by him,
members of his immediate family, EGS Associates, EGS Partners, Bev Partners
and Pharm Fund, (vi) Frederic Greenberg, with respect to shares of Common
Stock beneficially owned by him, members of his immediate family, EGS
Associates, EGS Partners, Bev Partners and Pharm Fund, (vii) Frederick
Ketcher, with respect to shares of Common Stock beneficially owned by him, EGS
Associates, EGS Partners, Bev Partners and Pharm Fund; and (viii) Jonas
Gerstl, with respect to shares of Common Stock beneficially owned by him, EGS
Associates, EGS Partners, Bev Partners and Pharm Fund. The foregoing persons
hereinafter sometimes are referred to collectively as the "Reporting Persons".
Any disclosures herein with respect to persons other than the Reporting
Persons are made on information and belief after making inquiry to the
appropriate party.
The general partners of EGS Associates, EGS Partners, Bev Partners and
Pharm Fund areWilliam Ehrman, Frederic Greenberg, Frederick Ketcher, and Jonas
Gerstl (collectively, the "GeneralPartners"). Mr. Salvatore DiFranco resigned
from EGS Associates, EGS Partners, Bev Partners, andPharm Fund, as general
partner, effective October 31, 1994, and is therefore no longer a
reportingperson. EGS Partners converted from a limited partnership to a
limited liability company in 1995.
(b) The address of the principal business and principal office of
(i) EGS Associates, EGSPartners, Bev Partners, Pharm Fund and each of the
General Partners is 300 Park Avenue, New York,New York 10022 and (ii) EGS
Overseas is CITCO Building, Wickhams Cay, P.O. Box 662, RoadTown, Tortola,
British Virgin Islands.
(c) The principal business of each of EGS Associates, EGS
Overseas, Bev Partners and Pharm Fund is that of a private investment firm,
engaging in the purchase and sale of securities forinvestment for its own
account. The principal business of EGS Partners is that of a private
investmentfirm and a registered investment adviser under the Investment
Advisers Act of 1940, as amended,engaging in the purchase and sale of
securities for investment on behalf of discretionary accounts andEGS Overseas.
The present principal occupations of the General Partners are as
generalpartners/members of EGS Associates, EGS Partners, Bev Partners and
Pharm Fund and other limited
partnerships.
(d) None of the persons referred to in paragraph (a) above has,
during the last five years,been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) None of the persons referred to in paragraph (a) above has,
during the last five years,been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and asa result of such
proceeding was or is subject to a judgment, decree or final order enjoining
futureviolations of, or prohibiting or mandating activities subject to,
Federal or state securities laws or findingany violation with respect to such
laws.
(f) Each of the individuals referred to in paragraph (a) above is
a United States citizen. EGS Associates, EGS Partners, Bev Partners and Pharm
Fund are Delaware limited partnerships. EGSOverseas is a British Virgin
Islands corporation.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The net investment cost (including commissions, if any) of the shares
of Common Stockbeneficially owned by EGS Associates, EGS Partners (exclusive
of shares beneficially owned by EGSOverseas), EGS Overseas, Bev Partners and
Pharm Fund is approximately $279,626, $367,818, $98,459,$234,694, and
$440,187, respectively.
The net investment cost (excluding commissions, if any) of the shares
of Common Stockowned directly by Mr. Greenberg, and by members of his
immediate family, is approximately$102,063.
The net investment cost (excluding commissions, if any) of the shares
of Common Stockowned directly by Mr. Ehrman, and by members of his immediate
family, is approximately$230,982.
The net investment cost (excluding commissions, if any) of the shares
of Common Stockowned directly by Mr. Ketcher, and by members of his immediate
family, is approximately $38,250.
The net investment cost (excluding commissions, if any) of the shares
of Common Stockowned directly by Mr. Gerstl, is approximately $14,375.
The shares of Common Stock purchased by each of EGS Associates, EGS
Overseas, Bev Partners and Pharm Fund were purchased with the investment
capital of the respective entitiesand with investment capital of each
discretionary account under management of EGS Partners. Theshares of Common
Stock purchased by Messrs. Greenberg, Ketcher, Gerstl and Ehrman werepurchased
with personal funds or trust funds.
The shares of Common Stock beneficially owned by EGS Associates, EGS
Partners(excluding EGS Overseas), EGS Overseas, Bev Partners, and Pharm Fund
are held in theirrespective commingled margin accounts, or in the case of EGS
Partners, in margin and non-marginaccounts held by each discretionary account
under its management. Such margin accounts aremaintained at Bear Stearns &
Co. Inc., and may from time to time have debit balances. Non-marginaccounts
are maintained at Bankers Trust Company. Since other securities are held in
such marginaccounts, it is not possible to determine the amounts, if any, of
margin used with respect to theshares of Common Stock purchased. The shares
owned by Mr. Greenberg are held in his variousaccounts maintained at Goldman,
Sachs & Co. or are beneficially owned by members of hisimmediate family. The
shares owned by Mr. Ketcher are held in his various accounts maintained atBear
Stearns & Co. Inc. or are beneficially owned by members of his immediate
family. The sharesowned by Mr. Ehrman are held in an accounts maintained at
Bishop Rosen or Bear Stearns & Co.,Inc, or are beneficially owned by members
of his immediate family. The shares owned by Mr.Gerstl are held in a joint
account maintained at Josephthal Lyon and Ross Incorporated. Currently,the
interest rate charged on such various margin accounts is approximately 6.75%
per annum.
ITEM 4. PURPOSE OF THE TRANSACTION.
The purpose of the acquisition of the shares of the Common Stock by
the Reporting Personswas for investment. The Reporting Persons have recently
disposed of and each may in the futuredispose of any and all of the shares of
the Common Stock held by it or him at any time, or acquire other shares.
None of the Reporting Persons has any plans or proposals which relate
to, or could result in,any of the matters referred to in paragraphs (b)
through (j), inclusive, of Item 4 of Schedule 13D. Such entities and persons
may, at any time and from time to time, review or reconsider theirposition
with respect to the Company, and formulate plans or proposals with respect to
any of suchmatters, but have no present intention of doing so.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The approximate aggregate percentage of shares of Common
Stock reported beneficially owned by each person herein is based on 7,502,939
shares outstanding, which is the total number of shares of Common Stock
outstanding as of March 31, 1995, as reflected in the company's quarterly
report on Form 10-Q filed with the Securities and Exchange Commission (the
"Commission") for the fiscal quarter ended March 31, 1995 (which is the
most recent Form 10-Q on file).
As of the close of business on August 7, 1995:
(i) EGS Associates owns beneficially 106,913 shares of
Common Stock, constituting approximately 1.42% of the shares outstanding.
(ii) EGS Partners owns directly no shares of Common Stock.
By reason of the provisions of Rule 13D-3 of the Securities Exchange Act of
1934, as amended (the "Act"), EGS Partners may be deemed to own beneficially
138,127 shares (constituting approximately 1.84% of the shares outstanding),
purchased for discretionary accounts managed by it, other than EGS Overseas,
and 44,538 shares of Common Stock purchased for EGS Overseas (less than 1% of
the shares outstanding), which, when aggregated, total 182,665 shares of
Common Stock, constituting approximately 2.43% of the shares outstanding.
(iii) Bev Partners owns beneficially 102,159 shares of
Common Stock, constituting approximately 1.36% of the shares outstanding.
(iv) Pharm Fund owns 182,763 shares of Common Stock,
constituting approximately 2.44% of the shares outstanding.
(v) Mr. Ehrman owns directly, and beneficially through
ownership by members of his immediate family, 84,300 shares of Common Stock,
constituting approximately 1.12% of the shares outstanding.
(vi) Mr. Greenberg owns directly, and beneficially through
ownership by members of his immediate family, 37,000 shares of Common Stock,
constituting less than 1% of the shares outstanding.
(vii) Mr. Ketcher owns directly, and beneficially through
ownership by members of his immediate family, 19,000 shares of Common Stock.
(viii) Mr. Gerstl owns directly 5,000 shares of Common Stock.
By reason of the provisions of Rule 13D-3 of the Act, each of
the General Partners may be deemed to own the 106,913 shares beneficially
owned by EGS Associates, the 182,665 shares beneficially owned by EGS
Partners, the 102,159 shares beneficially owned by Bev Partners
and the 182,763 shares beneficially owned by Pharm Fund. When the shares
beneficially owned by EGS Associates, EGS Partners, Bev Partners, and Pharm
Fund are aggregated, they total 574,500 shares of Common Stock, constituting
approximately 7.66% of the shares outstanding.
(viii) In the aggregate, the Reporting Persons beneficially
own a total of 719,800 shares of Common Stock, constituting approximately
9.59% of the shares outstanding.
(b) (i) Each of EGS Associates, EGS Partners (with
respect to shares of EGS Overseas and other discretionary accounts), Bev
Partners and Pharm Fund has the power to vote and to dispose of the shares of
Common Stock beneficially owned by it, which power may be exercised by the
General Partners. Each of EGS Overseas and the discretionary accounts is a
party to an investment management agreement with EGS Partners pursuant to
which EGS Partners has investment authority with respect to securities held in
such account.
(ii) Each General Partner has the sole power to
vote and dispose of the shares owned directly by him. Messrs. Ehrman and
Greenberg have shared power to vote and dispose of shares owned by members of
their immediate family. Mr. Gerstl has shared power to vote and dispose of
shares owned jointly with members of his immediate family.
(c) The trading dates, number of shares of Common Stock
purchased or sold and price per share for all transactions in the Common Stock
from the 60th day prior to August 7, 1995 until August 8, 1995 by EGS
Associates, EGS Partners (excluding EGS Overseas), EGS Overseas, Pharm Fund,
Bev Partners, and Mr. Ehrman, are set forth in Schedules A, B, C, D, E, and
F, respectively, and were all effected in the over-the-counter market or on
the Pacific Stock Exchange. During such period, Messrs. Gerstl, Greenberg and
Ketcher did not enter into any transactions in the Common Stock.
(d) No person other than each respective record owner
referred to herein of shares of Common Stock is known to have the right to
receive or the power to direct the receipt of dividends from or the proceeds
of sale of such shares of Common Stock.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
There are no contracts, arrangements, understandings or relationships
(legal or otherwise) among the persons named in Item 2 hereof or between such
persons and any other person with respect to any securities of the Issuer
including but not limited to transfer or voting of any other securities,
finder's fees, joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, divisions of profits or losses, or the giving or
withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The following exhibit was filed with the original Schedule 13D filed
on April 6, 1992 and is hereby incorporated in its entirety by this reference
thereto.
Exhibit 1 A written agreement relating to the filing of joint acquisition
statements as required by Rule 13D-1(f)(1) of the Act.
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.
DATED: August 9, 1995 /s/ Frederic Greenberg
Frederic Greenberg, as
Attorney-In-Fact for William Ehrman,
individually and as general partner
of each of EGS PARTNERS, L.L.C., EGS
ASSOCIATES, L.P., BEV PARTNERS, L.P.
and THE PHARMACEUTICAL/MEDICAL
TECHNOLOGY FUND, L.P.
/s/ Frederic Greenberg
Frederic Greenberg, individually and
as general partner of each of EGS
PARTNERS, L.L.C., EGS ASSOCIATES,
L.P., BEV PARTNERS, L.P. and THE
PHARMACEUTICAL/MEDICAL TECHNOLOGY
FUND, L.P.
/s/ Frederick Ketcher
Frederick Ketcher, individually and
as general partner of each of EGS
PARTNERS, L.L.C., EGS ASSOCIATES,
L.P., BEV PARTNERS, L.P. and THE
PHARMACEUTICAL/MEDICAL TECHNOLOGY
FUND, L.P.
/s/ Jonas Gerstl
Jonas Gerstl, individually and as
general partner of each of EGS
PARTNERS, L.L.C., EGS ASSOCIATES,
L.P., BEV PARTNERS, L.P. and THE
PHARMACEUTICAL/MEDICAL TECHNOLOGY
FUND, L.P.
<PAGE>
Schedule A
EGS Associates, L.P.
Transactions in the Common Stock
Date of Number of Price Per Share (including
Transaction Shares Purchased/(Sold) Commissions, if any)
8/1/95 (7,387) $8.66
8/4/95 (9,780) $9.13
8/4/95 (9,030) $8.86
<PAGE>
Schedule B
EGS Partners, L.P.
Transactions in the Common Stock
Date of Number of Price Per Share (including
Transaction Shares Purchased/(Sold) Commissions, if any)
8/1/95 (23,912) $8.66
8/3/95 (6,500) $8.57
8/4/95 (5,100) $9.13
8/4/95 (4,708) $8.86
<PAGE>
Schedule C
EGS Overseas Fund, Ltd.
Transactions in the Common Stock
Date of Number of Price Per Share (including
Transaction Shares Purchased/(Sold) Commissions, if any)
8/1/95 (1,793) $8.66
8/3/95 (5,000) $8.57
8/4/95 (2,370) $9.13
8/4/95 (2,188) $8.86
<PAGE>
Schedule D
The Pharmaceutical/Medical Technology Fund, L.P.
Transactions in the Common Stock
Date of Number of Price Per Share (including
Transaction Shares Purchased/(Sold) Commissions, if any)
8/1/95 (4,740) $8.66
8/4/95 (6,300) $9.13
8/4/95 (5,817) $8.86
<PAGE>
Schedule E
Bev Partners, L.P.
Transactions in the Common Stock
Date of Number of Price Per Share (including
Transaction Shares Purchased/(Sold) Commissions, if any)
8/1/95 (4,868) $8.66
8/4/95 (6,450) $9.13
8/4/95 (5,957) $8.86
<PAGE>
Schedule F
William Ehrman
Transactions in the Common Stock
Date of Number of Price Per Share (including
Transaction Shares Purchased/(Sold) Commissions, if any)
6/9/95 1,000** $3.50
6/19/95 1,000** $3.38
6/23/95 1,000 $3.38
8/7/95 (14,000) $9.61
8/7/95 (21,000)* $9.65
8/7/95 (5,000)* $9.61
_________________________________
* Shares held in an account for the benefit of Mr. Ehrman's spouse.
** Shares held in an account for the benefit of Mr. Ehrman's daughter.
